Shareholders of HomeStreet (HMST) approve Mechanics Bank merger and big share increase

Rhea-AI Filing Summary

HomeStreet, Inc. shareholders approved all proposals at a special meeting related to its planned merger with Mechanics Bank. Investors backed amendments to the articles of incorporation to rename the company “Mechanics Bancorp,” raise authorized common stock from 160,000,000 to 1,900,000,000 and preferred stock from 10,000 to 120,000, and create two classes of common stock (1,897,500,000 Class A shares and 2,500,000 Class B shares).

Shareholders also approved issuing HomeStreet common stock in the merger that will represent more than 20% of the shares outstanding immediately before closing and constitute a change of control under exchange rules. In addition, they adopted the 2025 Equity Incentive Plan and approved, on a non-binding basis, merger-related compensation for named executive officers, along with an adjournment proposal. Completion of the merger still depends on satisfying or waiving customary closing conditions in the merger agreement.

Positive

• All merger-related proposals approved by shareholders, including a share issuance exceeding 20% of pre-merger outstanding stock and a change of control under exchange rules.
• Massive increase in authorized capital from 160,000,000 to 1,900,000,000 common shares and from 10,000 to 120,000 preferred shares, plus creation of dual common classes.
• New equity incentive plan and advisory support for executive compensation related to the merger were approved, aligning management incentives with the planned combination.

Negative

• None.

Insights

Bank M&A and Capital Structure Analyst

Shareholder approvals clear major merger and recapitalization steps.

HomeStreet obtained shareholder support for all key items tied to its merger with Mechanics Bank, including a substantial increase in authorized capital and the creation of dual common share classes. The article amendment also changes the corporate name to “Mechanics Bancorp,” signaling intent to reposition the combined entity’s branding after closing.

The approval to issue HomeStreet common stock representing more than 20% of pre-merger shares and effect a change of control under exchange rules is central to financing the transaction. Adoption of the 2025 Equity Incentive Plan and advisory support for merger-related executive compensation align governance and management incentives with completing the deal, though actual payouts depend on the merger’s consummation.

All five proposals received strong “for” votes, such as 15,084,077 votes for the share issuance proposal, which suggests broad shareholder backing for the strategic combination. The merger is not yet effective; it remains contingent on “customary closing conditions” in the merger agreement, so future developments will hinge on regulatory and contractual milestones being satisfied.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): August 21, 2025

HOMESTREET, INC.

(Exact name of registrant as specified in its charter)

Washington

001-35424

91-0186600

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

601 Union Street, Ste. 2000, Seattle, WA 98101

(Address of principal executive offices) (Zip Code)

(206) 623-3050

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, No Par Value			HMST			Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Act or Rule 12b-2 of the Exchange Act.
☐			Emerging growth Company
☐			If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 12(a) of the Exchange Act.

Item 5.07 Submission of Matters to a Vote of Security Holders

On August 21, 2025, HomeStreet, Inc., a Washington corporation (the “Company” or “HomeStreet”), held a special meeting of its shareholders (the “Special Meeting”) to consider certain proposals related to the previously announced Agreement and Plan of Merger, dated as of March 28, 2025 (the “merger agreement” and the transaction contemplated thereby, the “merger”), by and among the Company, HomeStreet Bank, a Washington state-chartered commercial bank and wholly owned subsidiary of HomeStreet, and Mechanics Bank, a California banking corporation.

As of July 11, 2025, the record date for shareholders entitled to notice of, and to vote at, the Special Meeting, there were 18,920,807.6 shares of common stock, no par value per share, of the Company (“HomeStreet common stock”) issued and outstanding.

At the Special Meeting, the following proposals were considered:

1.To approve the amendment of HomeStreet’s articles of incorporation, in the form attached as Annex B to the proxy statement/prospectus/consent solicitation statement, required in connection with the merger agreement, to, among other things (i) change the name of HomeStreet from “HomeStreet Inc.” to “Mechanics Bancorp”, (ii) to increase the number of authorized shares of HomeStreet common stock from 160,000,000 to 1,900,000,000 and HomeStreet preferred stock from 10,000 to 120,000 and (iii) authorize shares of two (2) classes of HomeStreet common stock, 1,897,500,000 shares of which will be designated Class A common stock, no par value, and 2,500,000 shares of which will be designated Class B common stock, no par value (the “HomeStreet Articles Amendment Proposal”);

2.To approve the issuance of HomeStreet common stock required in connection with the merger, which will represent (i) more than 20% of the shares of HomeStreet common stock outstanding immediately prior to the merger and (ii) a change of control pursuant to applicable exchange listing rules (the “HomeStreet Share Issuance Proposal”);

3.To approve and adopt the HomeStreet 2025 Equity Incentive Plan in the form attached as Annex D to the proxy statement/prospectus/consent solicitation statement (the “HomeStreet New Equity Incentive Plan Proposal”);

4.To approve, on an advisory (non-binding) basis, the merger-related compensation payments that will or may be paid to the named executive officers of HomeStreet in connection with the transactions contemplated by the merger agreement (the “HomeStreet Merger-Related Compensation Proposal”); and

5.To approve an adjournment of the Special Meeting, if there are insufficient votes at the time of the Special Meeting to approve the HomeStreet Articles Amendment Proposal or the HomeStreet Share Issuance Proposal, to permit further solicitation of proxies in favor of the HomeStreet Articles Amendment Proposal or the HomeStreet Share Issuance Proposal (the “HomeStreet Adjournment Proposal”).

For more information on each of these proposals, see the definitive proxy statement/prospectus/consent solicitation statement filed by the Company with the U.S. Securities and Exchange Commission on July 16, 2025.

Based on the certified voting report provided by the inspector of elections for the Special Meeting, the Company’s shareholders approved Proposals 1, 2, 3, 4 and 5. The number of votes cast for, against, and abstentions/withhold votes and broker non-votes with respect to each matter voted upon are set forth below:

Proposal 1: The HomeStreet Articles Amendment Proposal

For			Against			Abstain			Broker Non-Votes
12,527,673			2,613,762			116,334			—

Proposal 2: The HomeStreet Share Issuance Proposal

For			Against			Abstain			Broker Non-Votes
15,084,077			57,332			116,360			—

Proposal 3: The HomeStreet New Equity Plan Proposal

For			Against			Abstain			Broker Non-Votes
14,493,198			697,683			66,888			—

Proposal 4: The HomeStreet Merger-Related Compensation Proposal

For			Against			Abstain			Broker Non-Votes
14,449,706			749,398			58,665			—

Proposal 5: The HomeStreet Adjournment Proposal

For			Against			Abstain			Broker Non-Votes
14,909,087			239,364			109,318			—

Completion of the merger remains subject to the satisfaction or waiver of customary closing conditions set forth in the merger agreement.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 22, 2025

HomeStreet, Inc.
By:						/s/ Godfrey B. Evans
						Godfrey B. Evans
						Executive Vice President, General Counsel and Corporate Secretary

FAQ

What did HomeStreet (HMST) shareholders approve at the special meeting?

Shareholders approved amendments to the articles of incorporation, a merger-related share issuance, the 2025 Equity Incentive Plan, advisory merger-related executive compensation, and an adjournment proposal.

How does the HomeStreet–Mechanics Bank merger affect HMST’s capital structure?

The amendments raise authorized common stock from 160,000,000 to 1,900,000,000 shares and authorized preferred stock from 10,000 to 120,000, and introduce separate Class A and Class B common stock.

How large is the HomeStreet share issuance approved for the merger?

The approved issuance of HomeStreet common stock in connection with the merger will represent more than 20% of the shares outstanding immediately prior to the merger and will result in a change of control under exchange rules.

Will HomeStreet change its name after the Mechanics Bank merger?

Shareholders approved amending the articles of incorporation to change the company’s name from “HomeStreet Inc.” to “Mechanics Bancorp” in connection with the merger.

What new share classes did HMST shareholders authorize?

Shareholders authorized two classes of HomeStreet common stock: 1,897,500,000 shares designated as Class A common stock and 2,500,000 shares designated as Class B common stock, each with no par value.

Did HomeStreet shareholders approve merger-related executive compensation?

Yes. On an advisory, non-binding basis, shareholders approved the merger-related compensation payments that will or may be paid to the named executive officers in connection with the merger agreement.

Is the HomeStreet–Mechanics Bank merger now complete?

No. Completion of the merger remains subject to the satisfaction or waiver of customary closing conditions set forth in the merger agreement.